{"schema_version":"secwatch.filing_event.v1","accession":"0001616707-25-000016","form_type":"8-K","ticker":"W","cik":"0001616707","company_name":"Wayfair Inc.","filed_at":"2025-02-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:04.201656+00:00","generated_at":"2026-05-26T21:23:38.862712+00:00","sec_items":["5.02","5.03","9.01"],"event_type":"leadership","sentiment":"positive","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Wayfair appoints Kraft Heinz executive Diana Frost to board of directors","bullets":["Diana Frost appointed to Wayfair board effective Feb 12, 2025; fills existing vacancy.","Frost is Global Chief Growth Officer at Kraft Heinz with expertise in brand strategy and innovation.","Expected to receive restricted stock unit award valued at $250,000, vesting over one year.","Bylaws amended to enhance stockholder proposal procedures, add exclusive forum for Securities Act claims, and adopt emergency provisions.","Bylaws also updated to conform to recent DGCL changes regarding virtual meetings and stockholder records."],"urls":{"canonical":"https://secwatch.observer/filing/0001616707-25-000016","json":"https://secwatch.observer/filing/0001616707-25-000016.json","markdown":"https://secwatch.observer/filing/0001616707-25-000016.md","text":"https://secwatch.observer/filing/0001616707-25-000016.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1616707/000161670725000016/0001616707-25-000016-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1616707/000161670725000016/w-20250212.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-26T21:23:38.862712+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"614e932d5d","claim":"Diana Frost was elected as Director at Wayfair Inc..","evidence_excerpt":"On February 12, 2025, the Board of Directors (the “Board”) of Wayfair Inc. (the “Company”) elected Diana Frost to the Board, effective immediately, to fill the existing vacancy on the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1616707/000161670725000016/0001616707-25-000016-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"elected"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"22493539192259fb6948e7ae60934d1f1bd8c57f","claim":"Wayfair Inc.: Adopted amended bylaws with enhanced advance notice provisions, exclusive forum provisions, emergency bylaws, and DGCL conforming updates (effective 2025-02-12).","evidence_excerpt":"On February 12, 2025, (the “Effective Date”), in connection with a periodic review of the Amended and Restated Bylaws (the “Bylaws”) of the Company, the Board adopted the following amendments to the Bylaws (the “Amended Bylaws”), effective as of the Effective Date: • Article II of the Amended Bylaws enhance and clarify certain procedural mechanics and disclosure requirements set forth in the advance notice provisions for stockholder submissions of proposals regarding business to be brought at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and stockholder nominations of directors, removes a limitation on stockholder rights to act by consent without a meeting, and provides that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which will be reserved for the exclusive use by the Board. • Article X of the Amended Bylaws provid","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1616707/000161670725000016/0001616707-25-000016-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-02-12"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}